Sushant Contract Training Series : Part 3

Letter of Intent (LOI)

An agreement to enter into an agreement

Parties may not be bound by any terms of the LoI in the event of

failure of negotiation and no definitive agreement is reached.

An agreement with open terms

Parties will be bound by an implied contract based on the basic

terms stated in the LoI even if they fail to reach a definitive

agreement.

LoI may be a binding contract depending on the terms and clauses used in

the LoI.

Functions of LoI

Expresses a convergence of will between the parties, indicatingS

an intended common line of action.

Clarify key points of a complex transaction for the convenience

of the parties

Declare that parties have entered into negotiation

Provide exit mechanism in the event of failure of negotiation

Provide safeguards in the event of failure of negotiation

Provides for exclusivity (during process of negotiations)....to be contd

Sushant Contract Series Part 2nd

Essential Elements of Contract

Intention to create a legal relationship

Proper offer and its acceptance

Lawful object

Agreement not expressly declared void

Free Consent: Consensus ad idem

Capacity of parties to contract

Possibility of performance

Lawful consideration

Pre-contractual Agreements

Pre- Contract stage

Term Sheet/ Letter of Intent (LOI)

Non-Disclosure/ Confidentiality Agreements

Some forms of Letter of Intent (LoI):

Term Sheet

Discussion Sheet

Commitment Letter

Agreement in Principle

Memorandum of Understanding

Memorandum of Terms

Heads of terms/Heads of agreement....to be contd...

Contract Drafting Series :Part 1

Hi Guys starting today I am launching Contract Drafting Series to help and learn with you to learn and share this marvelous field of Contract Drafting:

First Part : Negotiating of Contract

“Negotiation, we may say, ought strictly to be viewed simply as means to an end; it is the road the parties must travel to arrive at their goal of mutually satisfactory settlement. But like other

means, negotiation is easily converted into an end in itself; it readily becomes a game played for its own sake and a game played with so little reserve by those taken up with it that they

will sacrifice their own ultimate interests in order to win it.”

Lon L. Fuller, Anatomy of the Law

Negotiation of Commercial Contracts

Negotiation involves a two-step plan:

Preparations for the negotiations

Thorough Preparation

Understanding and focusing on the needs of the other party

Objective Outlook – Separation from the desired outcome

Fashioning “Win/Win” Opportunities

Negotiation of key terms, execution of confidentiality agreement:

Prior to engaging in negotiation, execute confidentiality or non-disclosure

agreement

Key clauses to be agreed to (Performance clauses, Covenants and

obligations, consideration, collaborations agreed to, non-compete/nonsolicit

issues, governing law, dispute resolution, costs, etc.)

Enter in to a term sheet or letter of intent....to be continued

Inward Journey To Mind

Teilhard de Chardin said " We are not human beings having spirtual experiece , We are spritual beings having human experience.

Ponder over it I seriously believe it .

Well as I said in my previous blog am going for a journey.

Journey to mind.

Maybe when I come back I can elaborate more on that . Till then wait for me see you after 13 days .

Bye . Keep Rocking !

My first Travel Blog ; Heaven on Earth :

Guys am back after a hiatus of few days . So , here I start with my first travel blog. Well , traveling has been a passion to me , maybe it is because of my Army background or it is inborn I really donno .

The point is I am really passionate about travelling . I have visited many places but none as pristine and beautiful as Harshil.


What is a travel blog doing in a legal crusader's blog . Guys we also need break so here I go:-



September 2005 :- Well I had just secured an internship in the prestigious firm of Paras Kuhad and Associates and had few days with me so I decided to go to Gangotri little did I knew that that I will get much more than I thought .



Travel till Gangotri :- Well I boarded a bus of Uttranchal tourism which took me to Rishikesh from the Delhi ISBT ( Interstate Bus Terminus) and it took me nearly 14 hours to reach Rishikesh ( Wont be able to elaborate on my stay in Rishikesh because it was restircted to bus stand) .



From there I took a small rickety bus towards Uttarkashi a beautiful township located in scenic valleys of Utttranchal . The roads were really narrow and I couldnt help but marvel at the amazing dexterity shown by the driver it took my breath away ! really.



Bus halted just once and I feasted myself to a tasty spread of Hot Pakoras and one sugary sweet only found in Uttranchal . It goes without saying that it was really delecious ( or was it hunger which made it doubly delecoius).


And so I reached Uttarkashi . My blog wont be complete without writing about Uttarkashi but guys since my focus is on Harshill am gonna give it as well as Gangotri a slip but let me assure you my next travel blog will be on them.



I stayed one day in Uttarkashi ( If you guys are wondering why it is known as Uttarkashi watch out my next blog) in the beautiful Tapovan kuti where pure and pristine Great Ganges flowed in all its splendour just a few feet away from my room (Wow ! what a feeling even now when I think about that place I feel myself bathing in the cold waters of ganges surrounded by hills and chirping birds among the chanting of holy hymns coming from the nearby temples the whole atmosphere was radiating a positve radiation and kind of unexplainable innocence....truly mesmerizing and surreal ! really time stood still that day more of that later)

The next day we boarded a Sumo to Gangotri . Not many people are aware that enroute to Gangotri falls a peaceful and pristine place where Ganges flow in her privacy far away from maddening crowd of civilization guarded by the Indian Army .

Yes ! I am refering to Harshil an Army Cantonment .

If anyone of you paln to go to Gnagotri please visit this place the memories you take you will cherish forever.

And so I reached the Harshil which is really a heaven on earth ( Without taking away anything away from J&k ).

One warning Foreigners are not allowed there and there is a big board proclaiming the same.

So I entered Harshil .

As soon as I entered the Harshil I could see Juicy red apples dangling from the apple trees within my arms reach . I could smell the scent of apples in the crisp and cold air . Shivering I made my way to a Small but amazingly beautiful Hotel there.

The owner of the Hotel was our acquintance so I was able to secure the best Room . From the big room window I could see tall mountains and snowy peaks all around me surrrounded by lush hilly trees.

Next day I decided to explore Harshil ( The Army Cantonment is off limits until and unless you yourself are in the Army). So I went the opposite way . I was amazed to see the magnificent Ganges flowing in her full glory cutting across mountains . It was really amazing site .

There were no signs of human civilization or so I thought. I felt no fear and continued going forward.

I enter a different world :- Suddenly a village appeared in front of me straight out of the book of
"Seven Years in Tibet " ( In case you have not read it please do it an amazing piece of history of what Tibet was).

I could hear buddhist chants filling the atmosphere generating a positive energy field which lifted me many notches above this materialistic world . Lo and behold I was in a Tibetian Village among Tibetians speaking Hindi better than me and still preserving their culture . The amount of respect and love they have for the present Dalai Lama is really amazing.

Well I have been to Dharamshala also (of which I will write later ) Which also have Tibetians but I am sorry to say mass commercialisation has affected their natural innocence for which Tibetians are famous for more of that later)

I also made a Tibetian friend who was high on dope and thanks to him I was able to savour the delecious slice of Tibetian culture. Strangely I felt no fear roaming with him carrying valuables in the isolated place with I being the only native Indian . This was the power of those surroundings which filled me with love and took out all negative emotions.

The people of Harshil stay in mud houses and are basically engaged in the cultivation of apples and also a delecious variety of Rajma prepared with a typical hilly herb with a sharp and pungent taste.

I was invited to one of the houses and was offered butter tea which frankly I didnt like , but their sweetness more than made up for the saltiness in the tea.

I purcahsed lot of apples and Rajma from them . They offered as a custom few complementary apples ( one apple for a kg purchased to be precise)

I took one juicy bite of the crisp apple and I knew I have tasted heaven .

It was full of juice which flowed from my mouth till my elbows I unabashdely licked the juice like a toddler and I knew I have seen the heaven I closed my eyes and streched my experience as long as I could savouring the truly enchanting experience . ( I also purchased few shalls and a white sweater from them ,really nice !)

I have not described the people of that Village . Well they were as red as a ripe apple . Women were really beautiful with flawless complexions and and even sweeter nature . The best part was they were really happy as they were and one could feel the satisfaction on their faces which made them look even more radiant.

I sat on the rock near ganges and meditated . Time had stood still and I could only hear the running waters of pure and eternal ganges.

I wished I could stay in that place forever ! maybe in next birth.

Next day I resumed my journey but not before eating tasty omellete and drinking sugary tea prepared by a ex hawaldar from Army who has made Harshil his home. So lucky Tskkkk. .

P.S.:- I am giving a miss to many other incidents like my chance meeting with a prominent congress leader of yesteryears who is hiding there as a pujari in a temple . My conversations with my Tibetian friend . A wedding ceremony between a Tibetian and a Doctor from Ludhiana (Love marriage you see) .

So ended my sojourn to a world beyond ......Maybe I have discovered Shangrila ( A mythical place where everybody is happy and peaceful and all people radiate a positive and energy . Please read Legend of Shangrila and Tenth Insight by Jmaes Redfield for more information about this eutopian place).

Bye guys . Next time I may write something about my inward journey watch out.

Layoffs : Hillarious

Greatest Poem :Rabindra Nath Tagore

Well guys this is among my favourite poems by one of the greatest poets of all time. We can feel the sincerity and genuiness of the poet in this masterpiece . We are instantly transported to a eutopian world:-
Where the head is held high;
Where knowledge is free;
Where the world has not been broken up into fragments by narrow domestic walls;
Where words come out from the depth of truth;
Where tireless striving stretches its arms towards perfection;
Where the clear stream of reason has not lost its way into the dreary desert sand of dead habit;
Where the mind is led forward by thee into ever-widening thought and action

…Into that heaven of freedom, myFather, let my country awake.Rabindranath Tagore

P.S. :- Guys check out this link.http://www.schoolofwisdom.com/gitanjali.html .It is a great collection of poems by the Great Rabindranath Tagore. For this great son of soil. Jai Ho!